Exhibit 10.11


    
      

    

    

      AMENDMENT
        TO LICENSE AGREEMENT

      


      


      Amendment
        to License Agreement by and between TheraCour Pharma, Inc., ("Theracour")
        as Licensor, and NanoViricides, Inc., (“Nano”) as Licensee.

      


      
        The
          License Grant in paragraph 2 is amended and restated as follows:

        


        1)
          License
          Grant. Theracour hereby grants to Nano a limited, non-transferable.
          exclusive
          license,
          subject to the provisions of paragraph 2.2 as amended
          below, for the manufacture, use, sale, or offer of sale of the Licensed
          Product( s) in the Territory.

        


        2)
          Paragraph
          2.1 of the said License Agreement is amended to include “Rabies Virus”.

        


        3) Paragraph
          2.2 of the said License Agreement is clarified, superseded, and replaced
          by the following paragraph:

        


        “TheraCour
          retains exclusive rights to develop and synthesize the different TheraCour
          base polymers used for making the various nanoviricides. A TheraCour base
          polymer
          is defined as a polymer that does not have the virus-specific ligand attached
          to
          it as yet and its structure is covered in one or more of the specified
          TheraCour
          patents. TheraCour
          also retains the exclusive rights to research and develop the chemistries
          for
attaching
          the virus-specific ligands to the base polymers. A “ligand” is defined herein as
a
          chemical or biological moiety that is capable of binding to some feature
          of the
          targeted virus
          particle, this enabling targeting to a specific strain, subtype, type or
          class
          of virus, or
          broad
          or multiple classes of viruses. A ligand itself may be a small chemical
          moiety,
          a peptide
          moiety, a fragment of any antibody, an RNA or DNA “aptamer”, or another
chemically
          defined structure. A TheraCour base polymer is also referred to herein
          as a
“nanomicelle”.
          A nanomicelle is thus a component element of the Licensed Products. Further,
          TheraCour agrees to identify, design, and develop ligand(s) necessary for
          the
development
          of the Licensed Products. As to any Licensed Product, TheraCour retains
          the
          initial exclusive right to develop and synthesize the nanomicelles exclusively
          for Nano.
          In
          the event that Theracour is unable to supply the quantities of the
          nanomicelle(s) required
          for manufacture of the Licensed Product(s), then upon notice and after
          any
applicable
          cure periods required under the License agreement, Nano can acquire the
          nanomicelle(s) from other third party providers.

      

       

      
        	
                NanoViricides,
                  Inc.

              	 	
                TheraCour
                  Pharma, Inc.

              
	 	 	 
	/s/
                Eugene Seymour	 	
                /s/
                  Leo Ehrlich

              
	
                By
                  Eugene Seymour, President

              	 	
                By
                  Leo Ehrlich, Vice President